<PAGE>
As filed with the Securities and Exchange Commission on February 2, 2000
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_________________________
DYNEGY INC.
(Exact name of Registrant as specified in its charter)
Illinois 74-2928353
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
1000 Louisiana Street, Suite 5800 77002
Houston, Texas (Zip Code)
(Address of Principal Executive Offices)
Dynegy Inc. Amended and Restated 1991 Stock Option Plan
Dynegy Inc. 1999 Long-Term Incentive Plan
Dynegy Inc. 2000 Long-Term Incentive Plan
(Full title of the plans)
Kenneth E. Randolph
1000 Louisiana Street, Suite 5800
Houston, Texas 77002
(713) 507-6400
(Name and address, including zip code, and
telephone number of agent for service)
Copies to:
Julien R. Smythe
Akin, Gump, Strauss, Hauer & Feld, L.L.P.
1900 Pennzoil Place - South Tower
711 Louisiana
Houston, Texas 77002
(713) 220-5800
______________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Securities Amount to be Proposed Maximum Offering Proposed Maximum Aggregate Amount of
to be Registered Registered (1) Price Per Share (2) Offering Price (2) Registration
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A Common Stock, no par value 8,550,597 $43.03 $367,932,188.91 $97,134.10
====================================================================================================================================
</TABLE>
(1) Issuable upon exercise of options (i) available for grant under the Dynegy
Inc. 2000 Long-Term Incentive Plan with respect to up to 5,000,000 shares of
the Class A common stock of Dynegy Inc., an Illinois corporation ("Dynegy"),
(ii) granted under the Dynegy Inc. 1999 Long-Term Incentive Plan with
respect to 1,790,638 shares of Class A common stock and (iii) granted under
the Dynegy Inc. Amended and Restated 1991 Stock Option Plan with respect to
1,759,959 shares of Class A common stock. The number of shares of Class A
common stock registered hereby is subject to adjustment to prevent dilution
resulting from stock splits, stock dividends or similar transactions.
(2) Estimated solely for the purpose of computing the registration fee pursuant
to Rule 457(c) and (h) under the Securities Act of 1933. The calculation of
the proposed maximum offering price is based upon the aggregate exercise
price for shares of Class A common stock of Dynegy, issuable upon the
exercise of options and is based upon the average of the high and low sales
prices of the Class A common stock of Dynegy Holdings Inc. (formerly known
as Dynegy Inc.), a Delaware corporation, the predecessor of Dynegy and a
wholly owned subsidiary of Dynegy ("Old Dynegy") on January 28, 2000, as
reported by the New York Stock Exchange, divided by 0.69, the exchange ratio
for conversion of shares of Old Dynegy into shares of Dynegy Class A common
stock pursuant to the Agreement and Plan of Merger, dated June 14, 1999, as
amended, to which Dynegy and Old Dynegy are parties.
===============================================================================
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I of Form S-8
will be sent or given to participants as specified by Rule 428(b)(1) promulgated
under the Securities Act of 1933, as amended (the "Securities Act").
1
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION
STATEMENT
Item 3. Incorporation of Documents by Reference.
---------------------------------------
The following documents filed by Dynegy or its predecessor with the
Securities and Exchange Commission (the "Commission") are incorporated by
reference in this registration statement:
(a) Dynegy's Annual Report on Form 10-K for the fiscal year ended December 31,
1998;
(b) Dynegy's Quarterly Report on Form 10-Q for the quarterly period ended March
31, 1999;
(c) Dynegy's Proxy Statement relating to the Annual Meeting of Shareholders of
Dynegy held on May 21, 1999 (other than the compensation committee report
and stock performance chart) including the description of the Dynegy Inc.
1999 Long-Term Incentive Plan;
(d) Dynegy's Current Report on Form 8-K filed with the SEC on June 14, 1999
relating to the execution of the merger agreement and related documents;
(e) Dynegy's Quarterly Report on Form 10-Q for the quarterly period ended June
30, 1999;
(f) Dynegy's Current Report on Form 8-K filed with the Commission on July 27,
1999 announcing a senior note offering by Dynegy;
(g) Dynegy's Current Report on Form 8-K filed with the Commission on July 30,
1999 announcing the filing of a T-1;
(h) Dynegy's Current Report on Form 8-K filed with the Commission on August 4,
1999 relating to Dynegy's second quarter earnings;
(i) Dynegy's Quarterly Report on Form 10-Q for the quarterly period ended
September 30, 1999;
(j) Dynegy's Current Report on Form 8-K filed with the Commission on January 6,
2000 relating to an advertisement in the New York Times regarding the
merger closing;
(k) Dynegy's Registration Statement of Dynegy Class A common stock on Form 8-A
filed with the Commission on February 1, 2000;
(l) Dynegy's Current Report on Form 8-K filed with the Commission on February
2, 2000 regarding the closing of the merger; and
(m) The description of the Class A common stock and the Dynegy Inc. 2000 Long-
Term Incentive Plan contained in Dynegy's Registration Statement on Form S-
4 (File Number 333-84965) declared effective by the Commission on September
8, 1999.
In addition, all documents subsequently filed by Dynegy pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended, prior to the filing of a post-effective amendment to this registration
statement that indicates that all securities offered hereby have been sold or
that deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this registration statement and to be a part hereof
from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this registration statement
to the extent that a statement contained herein modifies or supersedes such
statement.
2
<PAGE>
Item 4. Description of Securities.
-------------------------
Not applicable.
Item 5. Interests of Named Experts and Counsel.
--------------------------------------
Not applicable.
Item 6. Indemnification of Directors and Officers.
-----------------------------------------
Illinois law permits corporations to adopt a provision in their charters
eliminating the liability of a director to the corporation or its shareholders
for monetary damages for breach of the director's fiduciary duty of care.
Illinois corporations are not permitted to eliminate monetary liability
where such liability is based on:
(1) any breach of the director's duty of loyalty to the corporation or
its shareholders;
(2) acts or omissions not in good faith or that involve intentional
misconduct or a knowing violation of law;
(3) liability of directors for unlawful payment of dividends or
unlawful stock purchases or redemptions; or
(4) any transaction from which the director derived an improper
personal benefit.
The Dynegy articles of incorporation also provide for broad mandatory
indemnification, generally extending to any person who is or was a director or
officer who acted in good faith and in a manner he reasonably believed to be not
opposed to the best interests of the corporation. Such articles also eliminate
the liability of directors to the fullest extent permissible under Illinois law,
as such law exists currently or as it may be amended in the future. The Dynegy
bylaws provide that Dynegy may indemnify an employee or agent of the corporation
in a proceeding, including those by or in the right of the corporation, because
he or she is or was acting in the scope of his or her duties, in good faith, and
in a manner he or she reasonably believed to be in the best interests of the
corporation.
On February 1, 2000, Dynegy Inc., a Delaware corporation ("Old Dynegy"),
and Illinova corporation, an Illinois corporation, merged in a transaction in
which each of Old Dynegy and Illinova became wholly owned subsidiaries of
Dynegy. Dynegy Acquisition Corporation, a Delaware corporation and a wholly
owned subsidiary of Dynegy, merged with and into Old Dynegy, and Energy
Convergence Acquisition Corporation, an Illinois corporation and a wholly owned
subsidiary of Dynegy, merged with and into Illinova pursuant to the terms of the
Agreement and Plan of Merger (the "Merger Agreement"), dated as of June 14,
1999, as amended, among Dynegy, Old Dynegy, Dynegy Acquisition Corporation,
Illinova and Energy Convergence Acquisition Corporation.
The Merger Agreement provides that Dynegy will indemnify the present and
former directors and officers of Old Dynegy, Illinova and their respective
subsidiaries and fiduciaries under their benefit plans against all losses,
damages, costs or expenses (including attorneys' fees), liabilities or amounts
paid in settlement arising out of actual or alleged actions or omissions
existing at or before the effective date of the merger. The indemnification will
be to the fullest extent permitted under Illinois law or Dynegy's articles of
incorporation and bylaws in effect on the date of such indemnification and Old
Dynegy's and Illinova's indemnification obligations in effect as of the date of
the merger agreement. Dynegy will also be obligated to advance expenses as
incurred to the fullest extent permitted by law. The determination of compliance
with the indemnification requirements will be made by independent counsel
mutually acceptable to Dynegy and the indemnified person.
For six years after the effective date of the merger, Dynegy will maintain
Illinova's and Old Dynegy's existing directors' and officers' liability
insurance policies covering the existing directors and officers to the extent
related to liabilities prior to the merger. The coverage will be at least as
favorable as the existing coverage, but
3
<PAGE>
Dynegy will not be required to spend over 150% of the higher of the annual
premium paid by Old Dynegy or Illinova for its existing coverage.
Item 7. Exemption from Registration Claimed.
-----------------------------------
Not applicable.
Item 8. Exhibits.
--------
3.1 - Articles of Incorporation of Dynegy (incorporated by reference from
the exhibits to the Registration Statement of Dynegy on Form S-4,
File Number 333-84965, filed with the Commission on September 7,
1999).
3.2 - Articles of Amendment to Dynegy's Articles of Incorporation dated
August 27, 1999 (incorporated by reference from the exhibits to the
Registration Statement of Dynegy on Form S-4, File Number
333-84965, filed with the Commission on September 7, 1999).
3.3 - Articles of Amendment to Dynegy's Articles of Incorporation dated
January 4, 2000 (incorporated by reference from the exhibits to
Dynegy's Form 8-A, File Number 1-11156, filed with the Commission
on February 1, 2000).
3.4 - Statement of Resolution Establishing Series of Series A Convertible
Preferred Stock of Dynegy Inc. filed with the Illinois Secretary of
State on February 1, 2000 (incorporated by reference from the
exhibits to Dynegy's Form 8-A, File Number 1-11156, filed with the
Commission on February 1, 2000).
3.5 - Bylaws of Dynegy (incorporated by reference from the exhibits to
the Registration Statement of Dynegy on Form S-4, File Number 333-
84965, filed with the Commission on September 7, 1999).
4.1 - Dynegy Inc. 2000 Long-Term Incentive Plan (incorporated by
reference from the Registration Statement of Dynegy on Form S-4,
File Number 333-84965, filed with the Commission on September 7,
1999).
5.1* - Opinion of Troutman Sanders LLP as to the legality of the shares
being registered.
23.1*- Consent of Troutman Sanders LLP (included in the opinion filed as
Exhibit 5.1 to this Registration Statement).
23.2*- Consent of Arthur Andersen LLP.
24.1*- Powers of Attorney (included in the signature page of this
Registration Statement on Form S-8).
- ------------------
*filed herewith
Item 9. Undertakings.
------------
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
4
<PAGE>
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement.
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement.
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3, Form S-8 or Form F-3 and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Houston, State of Texas, on February 2, 2000.
DYNEGY INC.
By: /s/ C. L. Watson
----------------
C. L. Watson
Chairman of the Board and Chief Executive Officer
The undersigned directors and officers of Dynegy hereby constitute and
appoint C. L. Watson and Kenneth E. Randolph with full power to act without the
other and with full power of substitution, our true and lawful attorneys-in-fact
with full power to execute in our name and behalf in the capacities indicated
below any and all amendments (including post-effective amendments and amendments
thereto) to this Registration Statement on Form S-8 and to file the same, with
all exhibits thereto and other documents in connection therewith with the
Commission and hereby ratify and confirm all that such attorneys-in-fact, or
either of them, or their substitutes shall lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-8 has been signed below by the following
persons in the capacities indicated on February 2, 2000.
Signature Title
--------- -----
/s/ C. L. Watson Chairman of the Board, Director
- --------------------------- and Chief Executive Officer
C. L. Watson (Principal Executive Officer)
/s/ John U. Clarke Executive Vice President and
- --------------------------- Chief Financial Officer
John U. Clarke (Principal Financial Officer)
/s/ Bradley P. Farnsworth Senior Vice President and
- --------------------------- Controller (Principal
Bradley P. Farnsworth Accounting Officer)
/s/ Charles E. Bayless Director
- ---------------------------
Charles E. Bayless
/s/ Stephen W. Bergstrom Director
- ---------------------------
Stephen W. Bergstrom
6
<PAGE>
Signature Title
--------- -----
/s/ J. Otis Winters Director
- ------------------------
J. Otis Winters
/s/ Daniel L. Dienstbier Director
- ------------------------
Daniel L. Dienstbier
/s/ Patricia A. Woertz Director
- ------------------------
Patricia A. Woertz
/s/ Darald W. Callahan Director
- ------------------------
Darald W. Callahan
/s/ Richard H. Matzke Director
- ------------------------
Richard H. Matzke
/s/ J. Joe Adorjan Director
- ------------------------
J. Joe Adorjan
/s/ C. Steven McMillan Director
- ------------------------
C. Steven McMillan
/s/ Robert M. Powers Director
- -----------------------
Robert M. Powers
/s/ Sheli Z. Rosenberg Director
- -----------------------
Sheli Z. Rosenberg
/s/ Joe J. Stewart Director
- -----------------------
Joe J. Stewart
/s/ John D. Zeglis Director
- -----------------------
John D. Zeglis
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Description of Exhibits
- ------ -----------------------
3.1 Articles of Incorporation of Dynegy (incorporated by reference from the
exhibits to the Registration Statement of Dynegy on Form S-4, File
Number 333-84965, filed with the Commission on September 7, 1999).
3.2 Articles of Amendment to Dynegy's Articles of Incorporation dated
August 27, 1999 (incorporated by reference from the exhibits to the
Registration Statement of Dynegy on Form S-4, File Number 333-84965,
filed with the Commission on September 7, 1999).
3.3 Articles of Amendment to Dynegy's Articles of Incorporation dated
January 4, 2000 (incorporated by reference from the exhibits to
Dynegy's Form 8-A, File Number 1-11156, dated February 1, 2000).
3.4 Statement of Resolution Establishing Series of Series A Convertible
Preferred Stock of Dynegy Inc. filed with the Illinois Secretary of
State on February 1, 2000 (incorporated by reference from the exhibits
to Dynegy's Form 8-A, File Number 1-11156, filed with the Commission on
February 1, 2000).
3.5 Bylaws of Dynegy (incorporated by reference from the exhibits to the
Registration Statement of Dynegy on Form S-4, File Number 333-84965,
filed with the Commission on September 7, 1999).
4.1 Dynegy Inc. 2000 Long-Term Incentive Plan (incorporated by reference
from the Registration Statement of Dynegy on Form S-4, File Number 333-
84965, filed with the Commission on September 7, 1999).
5.1* Opinion of Troutman Sanders LLP as to the legality of the shares being
registered.
23.1* Consent of Troutman Sanders LLP (included in the opinion filed as
Exhibit 5.1 to this Registration Statement).
23.2* Consent of Arthur Andersen LLP.
24.1* Powers of Attorney (included in the signature page of this Registration
Statement on Form S-8).
- -----------------
*filed herewith
<PAGE>
TROUTMAN SANDERS LLP
ATTORNEYS AT LAW
A LIMITED LIABILITY PARTNERSHIP
<TABLE>
<CAPTION>
<S> <C> <C>
SUITE 3503A
NATIONSBANK PLAZA 1300 "I" STREET, N.W. TWO EXCHANGE SQUARE
600 PEACHTREE STREET, N.E. - SUITE 5200 SUITE 500 EAST 8 CONNAUGHT PLACE
ATLANTA, GEORGIA 30308-2216 WASHINGTON, D.C. 20005-3314 CENTRAL, HONG KONG
TELEPHONE: 404-885-3000 TELEPHONE: 202-274-2950 TELEPHONE: 852-2533-7888
FACSIMILE: 404-885-3900 FACSIMILE: 202-274-2994 FACSIMILE: 852-2533-7898
</TABLE>
February 1, 2000
Dynegy Inc.
1000 Louisiana Street, Suite 5800
Houston, Texas 77002
Ladies and Gentlemen:
We have acted as special counsel to Dynegy Inc., an Illinois corporation
("you" or "Dynegy"), in connection with the filing of a Registration Statement
(the "Registration Statement") on Form S-8 under the Securities Act of 1933, as
amended (the "Act"), relating to the registration of (i) 5,000,000 shares of
Class A Common Stock, no par value, of Dynegy available for grant under the
Dynegy Inc. 2000 Long Term Incentive Plan (the "2000 Plan"), and (ii) 3,550,597
shares of Class A Common Stock of Dynegy to be issued in connection with the
assumption by you of certain stock option plans (the "Old Dynegy Plans") of
Dynegy Holdings Inc., a Delaware corporation and formerly known as Dynegy Inc.
("Old Dynegy"). The shares of Dynegy Class A Common Stock contemplated under (i)
and (ii) of the immediately preceding sentence are collectively referred to
herein as the "Shares." This opinion is being provided at your request for use
in the Registration Statement.
In connection with this opinion, we have examined originals, or copies
certified or otherwise identified to our satisfaction, of such instruments,
certificates, records and documents, and have reviewed such questions of law, as
we have deemed necessary or appropriate for purposes of this opinion. In such
examination, we have assumed the genuineness of all signatures, the authenticity
of all documents submitted to us as originals, the conformity to the original
documents of all documents submitted as copies and the authenticity of the
originals of such latter documents. As to any facts material to our opinion, we
have relied upon the aforesaid instruments, certificates, records and documents
and inquiries of your representatives.
Based upon the foregoing examination, we are of the opinion that the Shares
have been duly authorized and, when issued by you in the manner contemplated by
the 2000 Plan (as currently in effect) and the Old Dynegy Plans (as currently in
effect) and the Registration Statement (including the declaration and
maintenance of the effectiveness of the Registration Statement and the obtaining
and maintenance of all requisite regulatory and other approvals), will be
validly issued, fully paid and nonassessable.
We are, in this opinion, opining only on the Business Corporation Act of
the State of Illinois. We are not opining on "blue sky" or other state
securities laws.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and in any supplements thereto or amendments thereof. Our
consent to such reference does not
<PAGE>
February 1, 2000
Page 2
constitute a consent under Section 7 of the Act, and in consenting to such
reference we have not certified any part of the Registration Statement and do
not otherwise come within the categories of persons whose consent is required
under Section 7 or under the rules and regulations of the Securities and
Exchange Commission thereunder.
Very truly yours,
TROUTMAN SANDERS LLP
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated February 24, 1999
included in Dynegy Holdings Inc.'s (formerly Dynegy Inc.) Form 10-K for the year
ended December 31, 1998 and to all references to our Firm included in this
registration statement.
/s/ Arthur Andersen
ARTHUR ANDERSEN LLP
Houston, Texas
February 1, 2000
